SecondSupplementary Target’s Statement - Supplementary... · Bid Implementation Agreement...

PANAUST LIMITED ABN 17 011 065 160

Level 1, 15 James Street, Fortitude Valley, Brisbane | QLD | 4006 | Australia

PO Box 2297, Fortitude Valley Business Centre | QLD | 4006

T: +61 7 3117 2000 | F: +61 7 3846 4899 | E: [email protected]

ASX ANNOUNCEMENT8 May 2015

Second Supplementary Target’s Statement

Pursuant to section 647(3)(b) of the Corporations Act 2001 (Cth), enclosed is a copy of PanAust Limited’s (PanAust) second supplementary target’s statement dated 8 May 2015 in relation to the off-market takeover bid by Guangdong Rising H.K. (Holding) Limited, a wholly-owned subsidiary of Guangdong Rising Assets Management Co., Ltd (together, GRAM) for all the ordinary shares in PanAust.

A copy has also been provided to GRAM and a copy is being lodged with the Australian Securities and Investments Commission today.

For further information contact:

Investors:Mr Allan Ryan Mr Joe WalshInvestor Relations Manager General Manager Corporate DevelopmentPanAust Limited

Tel: +61 7 3117 2000Email: [email protected]: www.panaust.com.au

Media:Garry Nickson or Matthew GerberMAGNUSTel: +61 2 8999 1010

page 1

SECOND SUPPLEMENTARY TARGET’S STATEMENT

1 Introduction

This document is a supplementary target’s statement under section 644 of the Corporations Act 2001 (Cth). It is the second supplementary target’s statement (SecondSupplementary Target’s Statement) issued by PanAust Limited (ACN 011 065 160) (PanAust) in relation to the off-market takeover bid made by Guangdong Rising H.K. (Holding) Limited (GRHK), a wholly-owned subsidiary of Guangdong Rising Assets Management Co., Ltd (together, for the purposes of this Second Supplementary Target’s Statement, GRAM), for all the ordinary shares in PanAust.

This Second Supplementary Target’s Statement supplements, and should be read together with, PanAust’s target’s statement dated 27 April 2015 (Original Target’s Statement) and first supplementary target’s statement dated 5 May 2015 (First Supplementary Target’s Statement).

2 GRAM Offer update

Please see the attached ASX announcement which contains an update on the GRAM Offer.

3 Other notices

Unless the context otherwise requires, capitalised terms used in this Second Supplementary Target’s Statement but not defined have the same meaning given to them in the Original Target’s Statement. This Second Supplementary Target’s Statement prevails to the extent of any inconsistency with the Original Target’s Statement or the First Supplementary Target’s Statement.

This Second Supplementary Target’s Statement is dated 8 May 2015, which is the date it was lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents.

This Second Supplementary Target’s Statement was approved by a resolution of the Independent PanAust Directors.

8 May 2015

PANAUST LIMITED ABN 17 011 065 160

Level 1, 15 James Street, Fortitude Valley, Brisbane | QLD | 4006 | Australia

PO Box 2297, Fortitude Valley Business Centre | QLD | 4006

T: +61 7 3117 2000 | F: +61 7 3846 4899 | E: [email protected]

ASX Announcement

8 May 2015

The Independent PanAust Directors unanimously recommend increased GRAM

takeover offer of $1.85 per share

Following discussions between PanAust and Guangdong Rising Assets Management (“GRAM”), GRAM has

agreed to increase its all-cash offer price to $1.85 per share (“Revised GRAM Offer”). The Revised GRAM

Offer values PanAust’s issued shares at approximately A$1.2 billion. After careful consideration, the

Independent PanAust Directors unanimously recommend that PanAust shareholders accept the Revised

GRAM Offer, in the absence of a superior proposal.

The Independent PanAust Directors intend to accept the Revised GRAM Offer in respect of all the PanAust

shares they own or control, in the absence of a superior proposal.

Reasons for the recommendation

In forming their unanimous recommendation, the Independent PanAust Directors have considered a wide

range of factors, including:

1. The Revised GRAM Offer represents an 8% premium to the initial GRAM Offer of $1.71 per share and a

51% premium to the last closing price for PanAust shares prior to the initial GRAM Offer.

2. The Revised GRAM Offer price is within the fair value range considered by the Independent Expert.

3. The Revised GRAM Offer is currently the only offer that is available to shareholders, with no superior

proposals emerging during the course of the takeover offer.

4. GRAM has now declared the Revised GRAM Offer to be best and final, subject to no competing

proposal emerging. The effect of this is that unless a competing proposal emerges, GRAM is not able to

increase the offer price.

5. The PanAust share price may fall to levels below the Revised GRAM Offer price, following the

conclusion of the takeover offer.

6. GRAM currently owns a relevant interest in PanAust of 24.26%, which is a substantial shareholding.

Following GRAM’s declaration that the Revised GRAM Offer is final, the Independent PanAust Directors

consider there to be a high likelihood that GRAM will significantly increase its ownership of PanAust

shares.

Page 2

PanAust Chairman, Mr Garry Hounsell, said “The unanimous recommendation to accept GRAM’s Revised

Offer has been made following careful consideration by the Board of all options to maximise value for

PanAust shareholders.

“GRAM’s Revised Offer enables our shareholders to realise a compelling premium for their shares and

provides certain cash value. The PanAust Laos business continues to perform strongly and the Frieda River

project is a substantial long term growth asset for the company. The Board has considered the long-term

value potential of these assets and the risks associated with delivering this value and on balance has formed

the view that the Revised GRAM Offer represents the best option for PanAust shareholders to realise a

premium value at this time for their shares.

“GRAM has been a supportive shareholder since 2009 and it is encouraging that through the offer they have

endorsed the company’s strategy as well as the management and employees who ultimately are responsible

for making PanAust the high quality company that it is today. GRAM is well-placed to support the long-

term strategy of the company, including the development of the Frieda River Project in PNG.”

Bid Implementation Agreement

PanAust and GRAM have entered into a bid implementation agreement. This agreement sets out the terms

of the Revised GRAM Offer and a number of other customary requirements. A copy of the agreement is set

out in Annexure A.

How to accept the Revised GRAM Offer

To accept the Revised GRAM Offer, shareholders should carefully follow the instructions in Section 4 of

Appendix 1 of GRAM’s Bidder’s Statement dated 7 April 2015. PanAust shareholders should note that

GRAM’s offer is set to close at 7.00pm (Sydney time) on 15 May 2015 (unless extended). If GRAM’s voting

power in PanAust increases to more than 50% within the last 7 days of the Offer Period, there will be an

automatic extension of the Offer Period so that it ends 14 days after the date that GRAM’s voting power

increases to more than 50%.

If you have already accepted the Offer, you need not take any further action and you will be entitled to the

benefit of the improved consideration.

If you are in any doubt as to the action which you should take in relation to the Revised GRAM Offer, you

should consult your legal, taxation or financial adviser.

Shareholder Information Line

A Shareholder Information Line has been established to address any specific queries in relation to the

Revised Offer: 1800 990 363 (toll free within Australia) or +61 1800 990 363 (callers outside Australia).

Updates in relation to the Revised GRAM Offer will also be posted on PanAust’s website

(www.PanAust.com.au).

Advisers

PanAust is being advised by Rothschild (financial adviser) and Herbert Smith Freehills (legal adviser).

-ENDS-

Page 3

For further information please contact

Investors:

Joe Walsh Allan Ryan

General Manager Corporate Development Investor Relations Manager

Tel: +61 7 3117 2000

Email: [email protected]

Website: www.panaust.com.au

Media:

Garry Nickson / Matthew Gerber

MAGNUS

Tel: +61 2 8999 1010

Page 4

Annexure A – Bid Implementation Agreement


Dated 8 May 2015

Guangdong Rising H.K. (Holding) Limited Hong Kong company number 1352915 ARBN 148 961 344 (“Bidder”)

PanAust Limited

ABN 17 011 065 160 (“Target”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com


Contents


12373165_5

11366106_2


8 May 2015

i

Details 3

General terms 4

1 Definitions and interpretation 4

1.1 Definitions 4

1.2 References to certain general terms 7

1.3 Next day 8

1.4 Next Business Day 8

1.5 Headings 8

2 Announcements 8

3 Co-operation 8

3.1 Long Term Share Plan 8

3.2 Target Board appointments 8

4 Recommendation 9

5 Other announcements 9

5.1 Required Disclosure 9

5.2 Other Announcements 9

6 Warranties 9

6.1 Bidder Warranties 9

6.2 Target Warranties 10

7 Termination 10

7.1 Termination rights 10

7.2 Termination by Bidder 11

7.3 Effect of termination 11

8 Notices and other communications 11

8.1 Form – all communications 11


11366106_2


8 May 2015

ii

8.2 When effective 12

8.3 When taken to be received 12

9 Miscellaneous 12

9.1 Discretion in exercising rights 12

9.2 Partial exercising of rights 12

9.3 No liability for loss 12

9.4 Approvals and consents 12

9.5 Conflict of interest 12

9.6 Remedies cumulative 13

9.7 Variation and waiver 13

9.8 No merger 13

9.9 Further steps 13

9.10 Construction 13

9.11 Costs 13

9.12 Entire agreement 13

9.13 Assignment 13

9.14 No representation or reliance 13

9.15 Governing law 14

9.16 Counterparts 14

Signing page 15


© King & Wood Mallesons


3

Details

Parties Bidder and Target

Bidder Name Guangdong Rising H.K. (Holding) Limited

Hong Kong Company

Number

1352915

ARBN 148 961 344

Address C/- King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Attention Paul Schroder

[email protected]

+61 2 9296 2060

Target Name PanAust Limited

ABN 17 011 065 160

Address C/- Herbert Smith Freehills

ANZ Tower 161 Castlereagh Street

Sydney NSW 2000

Attention Tony Damian

[email protected]

+61 2 9225 5784

Recitals A Bidder has made the Takeover Bid to acquire all of the Target

Shares.

B Bidder is proposing to announce a variation to the terms of the

Takeover Bid to increase the consideration offered.

C The Directors of Target are proposing to recommend the Bidder’s

varied Takeover Bid in the absence of a Superior Proposal.

D Target and Bidder have agreed to co-operate with each other in

relation to the varied Takeover Bid on the terms of this agreement.

Governing

law

Queensland, Australia

Date of

agreement

See Signing page



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General terms

1 Definitions and interpretation

1.1 Definitions

The following words have these meanings in this agreement unless the contrary

intention appears.

ACCC means the Australian Competition and Consumer Commission.

Advisers means, in relation to an entity, its legal, financial and other expert

advisers.

Announcement Date means 8 May 2015.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited or the Australian Securities Exchange, as appropriate.

Authorised Officer means, in respect of a party, a director or secretary of the

party or any other person appointed by a party to act as an Authorised Officer

under this agreement.

Bidder's Statement means the replacement bidder's statement issued by Bidder

in respect of the Takeover Bid and dated 7 April 2015.

Business Day means a business day as defined in the Listing Rules.

Competing Transaction means a transaction or proposed transaction notified to

the Target Board which, if completed, would mean a person (other than Bidder or

its Related Bodies Corporate) would:

(a) directly or indirectly, acquire or obtain a right to acquire an interest or

relevant interest in or become the holder of:

(i) 10% or more of all Target Shares; or

(ii) any current production, development or exploration asset, or

other material asset, of the Target Group,

including by way of takeover bid, scheme of arrangement, capital

reduction, sale of assets, sale of shares or joint venture, but not as a

custodian, nominee or bare trustee;

(b) acquire control of Target, within the meaning of section 50AA of the

Corporations Act; or



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(c) otherwise acquire or merge (including by a reverse takeover bid or dual

listed company structure) with Target.

Corporations Act means the Corporations Act 2001 (Cth).

Details means the section of this agreement headed “Details”.

Director means a director of Target, other than Mr Zezhong Li (and Mr Qian

Deng, as alternate director).

A person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration or insolvent

(each as defined in the Corporations Act); or

(b) it is in liquidation, in provisional liquidation, under administration or

wound up or has had a controller appointed to any part of its property; or

(c) it is subject to any arrangement, assignment, moratorium or composition,

protected from creditors under any statute or dissolved (in each case,

other than to carry out a reconstruction or amalgamation while solvent on

terms approved by the other parties to this agreement); or

(d) an application or order has been made (and in the case of an

application, it is not stayed, withdrawn or dismissed within 30 days),

resolution passed, proposal put forward, or any other action taken, in

each case in connection with that person, which is preparatory to or

could result in any of (a), (b) or (c) above; or

(e) it is taken (under section 459F(1) of the Corporations Act) to have failed

to comply with a statutory demand; or

(f) it is the subject of an event described in section 459C(2)(b) or section

585 of the Corporations Act (or it makes a statement from which another

party to this agreement reasonably deduces it is so subject); or

(g) it is otherwise unable to pay its debts when they fall due; or

(h) something having a substantially similar effect to (a) to (g) happens in

connection with that person under the law of any jurisdiction.

Listing Rules means the Listing Rules of ASX Limited.

Long Term Share Plan means the loan share plan whereby Target issues

shares or a trustee transfers shares to relevant executives of Target at market

value, as approved by shareholders of Target in 2010.

Offer means each offer to acquire Target Shares dated 13 April 2015 and made

pursuant to the Takeover Bid, the terms of which are contained in the Bidder’s

Statement, as are proposed to be increased in accordance with the

announcement to be released by Bidder under clause 2(a).

Offer Period means the period during which the Offer is open for acceptance,

including any extension of the Offer Period.



6

Officers means, in relation to an entity, its directors, officers, partners and

employees.

Regulatory Authority includes:

(a) ASX, ACCC and ASIC;

(b) a government or governmental, semi-governmental or judicial entity or

authority;

(c) a minister, department, office, commission, delegate, instrumentality,

agency, board, authority or organisation of any government; and

(d) any regulatory organisation established under statute.

Related Bodies Corporate has the meaning given in the Corporations Act.

Representatives of a party includes:

(a) each of the Related Bodies Corporate of the party; and

(b) each of the Officers and Advisers of the party or any of its Related

Bodies Corporate.

Share Rights means rights granted to eligible Target employees under the

Share Rights Plan.

Share Rights Plan means the plan established by Target in 2007 under which

eligible employees may be offered rights to be issued ordinary shares in Target

provided certain conditions are met.

Subsidiaries has the meaning given in the Corporations Act.

Superior Proposal means a publicly announced Competing Transaction which

following consideration of advice from Advisers (including advice of Queen’s

Counsel or Senior Counsel) is:

(a) reasonably capable of being completed taking into account all aspects of

the Competing Transaction; and

(b) more favourable to Target Shareholders than the Takeover Bid, taking

into account all terms and conditions of the Competing Transaction.

Takeover Bid means the off-market takeover bid by Bidder for all Target Shares

made in accordance with Chapter 6 of the Corporations Act.

Target Board means the board of directors of Target.

Target Group means Target and its Subsidiaries.

Target Share means a fully paid ordinary share in Target and includes Target

Shares issued as a result of exercise of any Share Rights or in connection with

the vesting of Target Shares outstanding under Target’s Long Term Share Plan.

Target Shareholder means a holder of one or more Target Shares.



7

1.2 References to certain general terms

Unless the contrary intention appears, a reference in this agreement to:

(a) (variations or replacement) a document (including this agreement)

includes any variation or replacement of it;

(b) (clauses, annexures and schedules) a clause, annexure or schedule is

a reference to a clause in or annexure or schedule to this agreement;

(c) (reference to statutes) a statute, ordinance, code or other law includes

regulations and other instruments under it and consolidations,

amendments, re-enactments or replacements of any of them;

(d) (law) law means common law, principles of equity, and laws made by

parliament (and laws made by parliament include State, Territory and

Commonwealth laws and regulations and other instruments under them,

and consolidations, amendments, re-enactments or replacements of any

of them);

(e) (singular includes plural) the singular includes the plural and vice

versa;

(f) (person) the word “person” includes an individual, a firm, a body

corporate, a partnership, a joint venture, an unincorporated body or

association, or any Regulatory Authority;

(g) (executors, administrators, successors) a particular person includes a

reference to the person’s executors, administrators, successors,

substitutes (including persons taking by novation) and permitted assigns;

(h) (reference to a group of persons) a group of persons or things is a

reference to any two or more of them jointly and to each of them

individually;

(i) (dollars) Australian dollars, dollars, A$ or $ is a reference to the lawful

currency of Australia;

(j) (Calculation of time) a period of time dating from a given day or the day

of an act or event, is to be calculated exclusive of that day;

(k) (reference to a day) a day is to be interpreted as the period of time

commencing at midnight and ending 24 hours later;

(l) (accounting terms) an accounting term is a reference to that term as it

is used in accounting standards under the Corporations Act, or, if not

inconsistent with those standards, in accounting principles and practices

generally accepted in Australia;

(m) (meaning not limited) the words “include”, “including”, “for example” or

“such as” when introducing an example, do not limit the meaning of the

words to which the example relates to that example or examples of a

similar kind; and

(n) (time of day) time is a reference to Brisbane, Queensland.



8

1.3 Next day

If an act under this agreement to be done by a party on or by a given day is done

after 5.00 pm on that day, it is taken to be done on the next day.

1.4 Next Business Day

If an event must occur on a stipulated day which is not a Business Day then the

stipulated day will be taken to be the next Business Day.

1.5 Headings

Headings (including those in brackets at the beginning of paragraphs) are for

convenience only and do not affect the interpretation of this agreement.

2 Announcements

As soon as reasonably practicable on the Announcement Date:

(a) Bidder will release to ASX an announcement increasing the

consideration payable under the Offer to A$1.85 in the form agreed

between the parties; and

(b) Target will release to ASX an announcement setting out the Directors’

unanimous recommendation of the Offer to Target Shareholders (subject

to there being no Superior Proposal) and intention to accept the Offer in

accordance with the terms of this agreement, in the form agreed in

writing between the parties.

3 Co-operation

3.1 Long Term Share Plan

Target must cooperate with Bidder and take the actions reasonably requested by

Bidder to effect acceptance of the Takeover Bid in respect of Target Shares held

by the trustee under the Long Term Share Plan, including, once a change of

control of Target (as defined in the Long Term Share Plan) has occurred:

(a) in the absence of a direction from a Long Term Share Plan participant to

the trustee or to Target to the contrary, causing the trustee to accept the

Offer in respect of each Target Share held by the trustee for which any

loan amount remains outstanding and to apply the Offer consideration

received for the share to repay the outstanding loan amount; and

(b) seeking to enforce and collect payment of any loan amounts outstanding

under the Long Term Share Plan in accordance with its terms and the

terms of the applicable loan agreements.

3.2 Target Board appointments

For so long as Bidder has a relevant interest in an aggregate of at least 50% of

the total issued Target Shares (other than Target Shares outstanding under

Target’s Long Term Share Plan), Target must use its best endeavours to



9

nominate and facilitate the appointment to the Target Board the number of

persons designated by Bidder that is sufficient to constitute a majority of

members of the Target Board, provided that Bidder will procure that its

Representatives (including any directors appointed by Bidder pursuant to this

clause 3.2) do not participate in decisions of Target in relation to the Takeover

Bid.

4 Recommendation

Target represents and warrants that the Directors have met and considered the

Offer and that all of the Directors have informed Target that they will:

(a) unanimously recommend the Offer to Target Shareholders, subject to

there being no Superior Proposal;

(b) promptly, and in any event within 5 Business Days after the date of this

agreement, accept, or procure the acceptance of, the Offer in respect of

all Target Shares that they, or their associates, own, control or otherwise

have a relevant interest in, other than Target Shares which remain

restricted under the terms of the Long Term Share Plan; and

(c) in respect of all Target Shares that they, or their associates, own, control

or otherwise have a relevant interest in that are subject to the terms of

the Long Term Share Plan, not do anything that would jeopardise the

sale of those Target Shares into the Takeover Bid.

5 Other announcements

5.1 Required Disclosure

Where a party is required by law or the Listing Rules to make any announcement

or make any disclosure relating to a matter the subject of the Takeover Bid, it

may do so only after it has given the other party as much notice as reasonably

practicable having regard to its disclosure obligations and has consulted with the

other party to the extent reasonably practicable having regard to its disclosure

obligations.

5.2 Other Announcements

Subject to clause 5.1 no party may make any public announcement or disclosure

in connection with the Takeover Bid (including, where possible, disclosure to a

Regulatory Authority) other than in a form approved by the other party (acting

reasonably). Each party will use all reasonable endeavours to provide or

withhold the approval as soon as practicable.

6 Warranties

6.1 Bidder Warranties

Bidder represents and warrants to Target that:



10

(a) it is a validly existing corporation registered under the laws of its place of

incorporation;

(b) the execution and delivery of this agreement by Bidder has been

properly authorised by all necessary corporate action and Bidder has full

corporate power and lawful authority to execute and deliver this

agreement and to perform or cause to be performed its obligations under

this agreement; and

(c) (subject to the laws generally affecting creditors’ rights and the principles

of equity) this agreement constitutes legal, valid and binding obligations

on it and execution of this agreement will not result in a breach of or

default under Bidder’s constitution or any agreement or deed or writ,

order or injunction, rule or regulation to which Bidder is a party.

6.2 Target Warranties

Target represents and warrants to Bidder that:

(a) each member of the Target Group is a validly existing corporation

registered under the laws of its place of incorporation;

(b) the execution and delivery of this agreement by Target has been

properly authorised by all necessary corporate action and Target has full

corporate power and lawful authority to execute and deliver this

agreement and to perform or cause to be performed its obligations under

this agreement;

(c) (subject to the laws generally affecting creditors’ rights and the principles

of equity) this agreement constitutes legal, valid and binding obligations

on it and execution of this agreement will not result in a breach of or

default under Target’s constitution or any agreement or deed or writ,

order or injunction, rule or regulation to which Target or any of its

Subsidiaries is a party; and

(d) none of Target or any of its Related Bodies Corporate or any of its or

their Representatives are engaged in any discussions or negotiations in

respect of any Competing Transaction.

7 Termination

7.1 Termination rights

This agreement may be terminated by either party by notice to the other party:

(a) if the other party is in material breach of this agreement and that breach

is not remedied by that other party within 5 Business Days of it receiving

notice from the first party of the details of the breach and the first party’s

intention to terminate;

(b) if Bidder withdraws the Takeover Bid as permitted by the Corporations

Act for any reason;



11

(c) if there is a material breach of a representation or warranty contained in

clause 6.1 or 6.2 (as the case may be);

(d) if a Court or other Regulatory Authority has issued a final and non-

appealable order, decree or ruling or taken other action which

permanently restrains or prohibits the Takeover Bid; or

(e) if any member of Target Group becomes Insolvent.

7.2 Termination by Bidder

This agreement may be terminated by Bidder by notice in writing to Target if:

(a) a Superior Proposal is made or publicly announced for Target by a third

party;

(b) any director of Target does not recommend the Takeover Bid be

accepted by Target Shareholders or having recommended the Takeover

Bid, withdraws or adversely modifies his or her recommendation of the

Takeover Bid; or

(c) a person (other than Bidder or its associates) has a relevant interest in

more than 5% of the Target Shares on issue.

7.3 Effect of termination

If this agreement is terminated by another party under this clause 7:

(a) each party will be released from its obligations under this agreement

except its obligations under clauses 1 and 9;

(b) each party will retain the rights it has or may have against the other party

in respect of any past breach of this agreement; and

(c) in all other respects, all future obligations of the parties under this

agreement will immediately terminate and be of no further force or effect,

including, without limitation, any further obligations in respect of the

Takeover Bid.

8 Notices and other communications

8.1 Form – all communications

Unless expressly stated otherwise in this agreement, all notices, certificates,

consents, approvals, waivers and other communications in connection with this

agreement must be:

(a) in writing;

(b) signed by the sender (if an individual) or an Authorised Officer of the

sender; and



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(c) marked for the attention of the person identified in the Details or, if the

recipient has notified otherwise, then marked for attention in the way last

notified.

8.2 When effective

Communications take effect from the time they are received or taken to be

received under clause 8.3 (whichever happens first) unless a later time is

specified.

8.3 When taken to be received

Communications are taken to be received:

(a) if sent by post, three days after posting (or seven days after posting if

sent from one country to another);

(b) if sent by fax, at the time shown in the transmission report as the time

that the whole fax was sent;

(c) if sent by email, when received by the recipient.

9 Miscellaneous

9.1 Discretion in exercising rights

A party may exercise a right or remedy or give or refuse its consent in any way it

considers appropriate (including by imposing conditions), unless this agreement

expressly states otherwise.

9.2 Partial exercising of rights

If a party does not exercise a right or remedy fully or at a given time, the party

may still exercise it later.

9.3 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of,

failure to exercise, or delay in exercising a right or remedy under this agreement.

9.4 Approvals and consents

By giving its approval or consent a party does not make or give any warranty or

representation as to any circumstance relating to the subject matter of the

consent or approval.

9.5 Conflict of interest

The parties’ rights and remedies under this agreement may be exercised even if

it involves a conflict of duty or a party has a personal interest in their exercise.



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9.6 Remedies cumulative

The rights and remedies in this agreement are in addition to other rights and

remedies given by law independently of this agreement.

9.7 Variation and waiver

A provision of this agreement or a right created under it, may not be waived or

varied except in writing, signed by the party or parties to be bound.

9.8 No merger

The warranties, undertakings and indemnities in this agreement do not merge on

completion of any transaction contemplated by this agreement.

9.9 Further steps

Each party agrees, at its own expense, to do anything the other party asks (such

as obtaining consents, signing and producing documents and getting documents

completed and signed):

(a) to bind the party and any other person intended to be bound under this

agreement; or

(b) to show whether the party is complying with this agreement.

9.10 Construction

No rule of construction applies to the disadvantage of a party because that party

was responsible for the preparation of, or seeks to rely on, this agreement or any

part of it.

9.11 Costs

The parties agree to pay their own legal and other costs and expenses in

connection with the preparation, execution and completion of this agreement and

other related documentation except for stamp duty.

9.12 Entire agreement

This agreement constitutes the entire agreement of the parties about its subject

matter and supersedes all previous agreements, understandings and

negotiations on that subject matter.

9.13 Assignment

A party may not assign or otherwise deal with its rights under this agreement or

allow any interest in them to arise or be varied in each case, without the prior

written consent of the other party.

9.14 No representation or reliance

Each party acknowledges that:



14

(a) no party (nor any person acting on its behalf) has made any

representation or other inducement to it to enter into this agreement,

except for representations or inducements expressly set out in this

agreement;

(b) it does not enter into this agreement in reliance on any representation or

other inducement by or on behalf of any other party, except for any

representation or inducement expressly set out in this agreement; and

(c) clauses 9.14(a) and 9.14(b) above do not prejudice any rights a party

may have in relation to information which had been filed by the other

party with ASIC or ASX.

9.15 Governing law

This agreement is governed by the law in force in the place specified in the

Details. Each party submits to the non-exclusive jurisdiction of the courts of that

place.

9.16 Counterparts

This agreement may be executed in counterparts. All counterparts when taken

together are to be taken to constitute one instrument.

EXECUTED as an agreement.




15

Signing page

DATED: __________ May 2015

EXECUTED by GUANGDONG RISING

H.K. (HOLDING) LIMITED:

[Signed ‘Lixin Wang’]

...............................................................

Signature of director

LIXIN WANG

...............................................................

Name of director

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[Signed ‘Hongqun Weng’]

...............................................................


HONGQUN WENG

...............................................................

Name of director


10475277_4


8 May 2015

16

EXECUTED by PANAUST LIMITED in

accordance with section 127(1) of the

Corporations Act 2001 (Cth) by

authority of its directors:

[Signed ‘Garry Hounsell’]

...............................................................


GARRY HOUNSELL

...............................................................

Name of director (block letters)

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[Signed ‘Paul Scarr’]

...............................................................

Signature of company secretary

PAUL SCARR

...............................................................

Name of company secretary (block

letters)

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